EXHIBIT 10.88
CONSENT AND AMENDMENT
This Consent and Amendment dated as of April __, 1995
(herein called this "Consent") among Ramsay Health Care, Inc., a
Delaware corporation (the "Company"), certain subsidiaries of the
Company (such subsidiaries together with the Company,
collectively being hereinafter referred to as the "Obligors"),
Societe Generale, New York Branch, as agent (the "Agent"), on
behalf of the Lenders (as defined in the Credit Agreement dated
as of May 15, 1993 (the "Credit Agreement"), among the Obligors,
Hibernia National Bank, as a lender, First Union National Bank of
North Carolina, as a lender, and Societe Generale, New York
Branch, as lender, issuing bank and agent), and the Lenders.
WHEREAS, the Obligors have requested the Agent and the
Lenders to consent to certain transactions, and to amend the
terms of the Credit Agreement, all as set forth herein, and the
Agent and the Lenders are willing to give such consent to such
transactions and agree to such amendment, as set forth herein.
NOW, THEREFORE, in consideration of the premises and of
other good and valuable consideration, receipt of which is hereby
acknowledged, and intending to be legally bound, the parties
hereto hereby agree as follows:
SECTION 1. DEFINITIONS; REPRESENTATIONS AND WARRANTIES.
Section 1.1. Definitions Contained in Credit
Agreement. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in
the Credit Agreement.
Section 1.2. Representations and Warranties. The
Obligors hereby represent and warrant to the Agent as of the date
hereof, for the benefit of the Lenders, that (i) the
representations and warranties of the Obligors set forth in
Article VI of the Credit Agreement are true and correct on and as
of the date of this Consent, except to the extent that such
representations and warranties expressly relate to an earlier
date; (ii) no Default or Event of Default has occurred and is
continuing as of the date of this Consent; (iii) the consummation
of the Transaction (as defined below) will not result in any
present or projected violation of Section 7.16 or any other
provision of the Credit Agreement (except Sections 7.14, 7.21,
7.22 and 7.25 as to which this Consent is being delivered); (iv)
the information furnished to the Agent by or on behalf of the
Company in connection with this Consent does not contain any
misstatement or understatement of a material fact and does not
omit to state a material fact necessary in order to make the
statements contained therein not misleading in light of the
circumstances under which they were made; (v) all obligations of
the Obligors due and payable under the Credit Documents on or as
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of the closing date of the Transaction (the "Closing Date") will
be paid in full on the Closing Date, and the reasonable attorneys
fees of the Agent in connection with miscellaneous matters
related to the Credit Agreement prior to the date of this Consent
and in connection with this Consent will be paid within 30 days
after receipt of a statement therefor; (vi) pursuant to Section
2.04(g) of the Credit Agreement, the Company is by separate
notice of even date permanently reducing the Revolving Credit
Maximum Commitment Amount from $4,000,000 to $2,000,000; and
(vii) each of the Leases (as hereinafter defined) will be
absolute net, the Seller-Lessees (as hereinafter defined) will be
responsible, without limitation, for all taxes, repairs,
maintenance, insurance, capital improvements and other expenses
in connection with the operations of the Hospitals (as
hereinafter defined), and the Leases will be accounted for as
operating leases under generally accepted accounting principles.
SECTION 2. CONSENT
Section 2.1 Consent to Sale-Leaseback Transaction.
With respect to the restrictions on sale-leaseback transactions,
guarantees, operating leases, the prepayment of any of the Life
Company Senior Notes and/or the Life Company Subordinated Notes,
and amendments, modifications and supplements of the Life Company
Indenture set forth in Sections 7.14, 7.21, 7.22 and 7.25 of the
Credit Agreement, the Agent, on behalf of the Lenders, hereby
consents to the consummation of a transaction (the various
transactions described in this Section 2.1, hereinafter the
"Transaction"), pursuant to which two wholly-owned subsidiaries
of the Company described below will enter into sale-leaseback
transactions with Capstone Capital Corporation or an affiliate
thereof (collectively, "Buyer-Lessor"). As part of the
Transaction, (i) RHCI San Antonio, Inc., a Delaware corporation
and an indirect wholly-owned subsidiary of the Company ("RHCI
S.A."), will sell to Buyer-Lessor for an aggregate purchase price
of $3,950,000 (subject to adjustment as agreed to between the
Company and Buyer-Lessor) the land, buildings, improvements,
fixtures and all other real property constituting the Mission
Vista hospital facilities owned by RHCI S.A. and located in San
Antonio, Texas (the "Mission Vista Assets"), (ii) Mesa
Psychiatric Hospital, Inc., an Arizona corporation and wholly-
owned subsidiary of the Company ("Mesa"; Mesa and RHCI S.A. are
sometimes hereinafter referred to individually as a "Seller-
Lessee" or collectively as the "Seller-Lessees"), will sell to
Buyer-Lessor for an aggregate purchase price of $8,550,000
(subject to adjustment as agreed to between the Company and
Buyer-Lessor) the land, buildings, improvements, fixtures and all
other real property constituting the Desert Vista hospital
facilities owned by Mesa and located in Mesa, Arizona (the
"Desert Vista Assets" and collectively with the Mission Vista
Assets, the "Hospitals"), (iii) pursuant to leases to be entered
into between Buyer-Lessor and the Seller-Lessees in substantially
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the form thereof heretofore delivered to the Agent (the
"Leases"), Buyer-Lessor will lease each of the Hospitals to the
Seller-Lessees for an initial term of 15 years (with three
successive renewal options of five years each) for aggregate
annual lease payments of $1,539,600 (subject to adjustment as
agreed to between the Seller-Lessees and the Buyer-Lessor),
payable monthly, subject to an annual upward adjustment based
upon the CPI (national index) with an annual cap of 3%, (iv) the
Company will guarantee all obligations of the Seller-Lessees
under the Leases and (v) the Third Supplemental Trust Indenture
dated as of April 12, 1995, in the form attached hereto as
Exhibit A, will be executed and delivered by the parties thereto,
pursuant to which, inter alia, $7,500,000 of the proceeds of the
Transaction will be applied to the prepayment not later than
April 30, 1995 of the Life Company Senior Notes with a prepayment
premium not exceeding $234,000.
SECTION 3. AMENDMENT
Section 3.1. Restriction on use of Revolving Credit
Loans. The parties hereto hereby agree that Section 2.04(f) of
the Credit Agreement is amended by adding the following proviso
to the end of such Section:
"; provided that no proceeds of the Revolving
Credit Loans shall be used by the Company to
fund working capital or other capital needs
of Mesa Psychiatric Hospital, Inc."
Section 3.2. Termination of Certain Documents. The
parties hereto hereby agree that the Separate Revolving Credit
Guaranty and the Accounts Receivable Security Agreement executed
and delivered by Mesa Psychiatric Hospital, Inc. ("Mesa") in
favor of the Agent of the benefit of the Lenders are hereby
terminated and of no further force or effect and all of the
obligations of and security interests granted by Mesa thereunder
are hereby released and discharged. The parties agree to execute
and deliver such further documents and instruments as shall be
reasonably necessary and appropriate to effectuate the foregoing,
including UCC termination statements with respect to the security
interests granted pursuant to such Mesa Accounts Receivable
Security Agreement. Mesa shall be a third party beneficiary of
this Section 3.2.
SECTION 4. MISCELLANEOUS
Section 4.1. Applicability of Credit Agreement. The
provisions of the Credit Agreement are hereby ratified, approved
and confirmed and remain in full force and effect.
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Section 4.2. Counterparts. This Consent may be
executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same
instrument.
* * *
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IN WITNESS WHEREOF, the parties hereto have executed
this Consent and Amendment as of the date first written above.
GREENBRIER HOSPITAL, INC. RAMSAY HEALTH CARE, INC.
By__________________________ By____________________________
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: President Title: President
HOUMA PSYCHIATRIC GULF COAST TREATMENT
HOSPITAL, INC. CENTER, INC.
By__________________________ By____________________________
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: President Title: President
HSA OF OKLAHOMA, INC. ATLANTIC TREATMENT CENTER, INC.
By__________________________ By____________________________
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: President Title: President
CAROLINA TREATMENT CENTER, GREAT PLAINS HOSPITAL, INC.
INC.
By__________________________ By____________________________
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: President Title: President
THE HAVEN HOSPITAL, INC.
By____________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: President
This execution page is part of the Consent and Amendment dated as of
__________, 1995 among Ramsay Health Care, Inc., certain of its subsidiaries,
and Societe Generale, New York Branch, as agent, and the Lenders.
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AGENT:
SOCIETE GENERALE, NEW YORK
BRANCH, AS AGENT
By____________________________
Name: Sedare Xxxxxxx
Title: Vice President
LENDERS:
FIRST UNION NATIONAL BANK OF NORTH
CAROLINA
By:________________________________
Its:_______________________________
HIBERNIA NATIONAL BANK
By:________________________________
Its:_______________________________
SOCIETE GENERALE
By:________________________________
Its:_______________________________
This execution page is part of the Consent and
Amendment dated as of ____________, 1995 among Ramsay Health
Care, Inc., certain of its subsidiaries, and Societe Generale,
New York Branch, as agent, and the Lenders.
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EXHIBIT A
Third Supplemental Trust Indenture
